1. Reservation of Company Name:
First, the applicants are required to apply for a name in Form No. INC-1. The fee for
seeking a name approval is Rs.1000/- as prescribed and 60 days are allowed for
incorporating the company. The name should not be undesirable i.e.; identical,
resembling, restricted or prohibited.
2. Provision for Entrenchment:
As per section 5(3) of The Companies Act, 2013, articles may contain provisions for
entrenchment to the effect that specific provisions of the articles may be altered only if
conditions or procedures more restrictive than as applicable in case of special resolution,
are met or complied. Where the articles contain the provisions for entrenchment, the
company shall give notice to the Registrar of such provisions in Form No. INC-2 for one
person company (OPC) or Form No. INC-7, as the case may be, along with the
prescribed fee at the time of incorporation of the company or in case of existing
companies, the same shall be filed in Form No. MGT-14 within thirty days from the date
of entrenchment of the articles, as the case may be, along with the fee as prescribed.
3. Drafting of Memorandum and Articles of
The memorandum (MoA) should be drafted keeping in mind the provisions of section 4
of The Companies Act, 2013 and objects should not be contrary to those as per Form No.
INC-1. The Model MoA as prescribed in Table A to E of Schedule I of The Companies Act,
2013 can be adopted as applicable.
STEPS, DOCUMENTS AND INFORMATION REQUIRED
FOR INCORPORATION OF A COMPANY UNDER THE
COMPANIES ACT, 2013
4. Application for Incorporation of Companies
After obtaining availability of name (see sample name approval certificate, applicants should file
Form No. INC-7 for other than OPC and in Form No. INC-2 (for OPC) with Jurisdictional Registrar
of Companies (ROC) along with required information in attachments and along with prescribed
5. Documents to be filed for Incorporation
Section-7 prescribes the various documents and information to be filed with RoC for registration of
a new company as under:
(1) MoA and AoA duly signed and verified.
(2) Declaration by Professionals INC-08 .
(3) Declaration from Director, Manager or Secretary.
(4) Affidavit from each subscribers and first directors INC-09.
(5) The address for correspondence.
(6) Complete Details of Subscribers with proof of identity.
(7) Complete Details of first Directors with proof of identity.
(8) Particulars of interest of first directors in other firm/body corporate and NoC.
6. Particulars of first directors of the company and their
consent to act as such
The particulars of first directors of the company and his interest in other firms or bodies corporate
along with his consent (Form DIR.2) to act as director of the company shall be filed in Form
No.DIR.12 along with the prescribed fee.
7. Notice of Situation of Registered Office:
The particulars of the registered office of the company should be filed in Form No.
8. Payment of Fee:
While uploading various documents prescribed fee can be paid online including stamp
duty for MoA.
9.Certificate of incorporation:
After the RoC is satisfied that all documents and information which is required has
been filed in the prescribed manner and along with prescribed fee, the Certificate of
Incorporation shall be issued by the Registrar in Form No. INC-11
Every company must have a registered office from the day it starts its business or within
30 days of getting the Certificate of Incorporation, whichever is earlier. Memorandum
of Association must state the name of the State in which the registered office of the
company is situated.
This clause is important as it mentions the residence for the purpose of the
communication with the company. It determines the jurisdiction of the company and
also mentions the place where all the records of company are maintained. Where the
company wants to change its registered office from one state to another then it can do
so by passing a special resolution as well as by confirmation of Company Law Board.
Objects incidental or ancillary to the attainment of the main objects.
Objects stated in the main objects are to be pursued by the company immediately after
incorporation or within reasonable time thereafter.
This clause states that the liability of the members is limited to the extent of the
shares subscribed by the member or shareholders if the company is formed with share
Amount of capital with which the company is to be registered and its division into
shares of a fixed amount must be stated in the MOA of a company.
The capital with the company is registered is called “Authorized capital” or
Article of Association
Defines the responsibilities of the directors, the kind of business to be undertaken, and
the means by which the shareholders exert control over the BOD.
Contains the rules & regulations for the internal management of the company.
AOA needs to be filed with the Registrar of Company.
AOA can be altered from time to time.
Contents of AOA
Payment, calls, transfer, lien,
conversion, transmission, forfeiture
etc. Of shares
Share certificate & warrants
Rights of shareholder
qualification, powers etc. of Board of
Accounts & Audit
Payment of dividends
Alteration of Article of Association
It can be altered with special resolutions.
Approval of the central government for conversion of company
from public to private.
AOA should not violate provisions of MOA and company law
Special resolution passed or approved by central government
must be filed with the Registrar within 1 month.
Limitations of Article of Association
The alteration cannot be made so as to increase the liability of
members without his/her written consent.
Limit the number of members to 200.
Prohibit any invitation to the public to subscribe for any share in, or
debenture of the company.
Restrict the right to transfer shares.
Approval of central government: -
Appointment or re-appointment of Director
Increase in remuneration of Director
MEMORANDUM OF ASSOCIATION ARTICLE OF ASSOCIATION
It is a charter of a company
determining constitution and
activities of the company.
It contains rules & regulations regarding
internal management of the company.
Every company must have a
Public companies limited by shares may or
may not have articles.
Alteration of Memorandum is much
difficult and strictly regulated.
Articles can be easily altered by a special
Prior permission is required. No need for permission(in some cases)
Defines the relationship between
company & outsiders.
Defines the relationship between
management & shareholder.
Membership of a Company
Who is a member of a company: -
The subscriber to the memorandum of a company shall be deemed to have agreed to
become members of the company and on its registration, shall be entered as members
in the register of the members.
Every other person who agrees in writing to become a member of a company and whose
name is entered in its register of members, shall be a member of the company.
Every person holding equity share capital of the company.
2. Insolvency of a member
3. Beneficial owner
Who can be a Member
Rights of a Member
To receive notices of all general meetings.
To attend and vote at general meetings, appoint directors and auditors of the company.
To receive copies of accounts of the company.
To transfer his/her shares.
To receive share certificate.
To receive dividends in case of preference shares.
To make an application to the central government for ordering investigation into the
affairs of the company.
To be registered as a shareholder in company books.
To present a petition to the court for winding up of the company.